LIMITED
PARTNER
AGREEMENT

SPECIAL  

COMMON SHARE

PACIFIC TUNA VENTURES

LIMITED PARTNERSHIP

Gunther W.Mothes, Takyo Ishiguro, Los Pescadores, LLC#4, Los Pescadores, LLC #5, Beverly Seltzer, and John cruggs, Paul Jim Hogan, Mark Stein, and Mike Graham, Manfred Schiruska, Dumitru & Lynn Miclea, Luis Bugarin, Don Coffman, referred to as General Partners, and 150 shareholders made up of 30 Common Shares, 60 Special Common Shares, 15 Preferred Shares, and 45 Premium Shares, all held by members, that as limited partners, individually and collectively agree...

That they, herewith form a Limited Partnership, under the laws of the Republic of the Marshall Islands.

The Limited Partnership shall engage in the business of commercial/salt water sports fishing and seafood marketing pursuant to the formation of the Limited Partnership.

The above Limited Partnership shall be formed upon receipt of initial investment funds sufficient to begin actual operations and the term of the partnership will begin at this time and will continue for a period of five (5) years, when it will dissolve under the terms of this agreement...

The name of the partnership shall be “PACIFIC TUNA VENTURES” (PTV).

The principal office of the partnership will be located at: 240 Suffolk Street, Corona, CA 92882, and additional or substitute offices may be agreed upon, from time to time, by the parties.

Each Limited Special Common Share Partner has, or will, contribute the total sum of $10,000. No additional funds will be required from the Limited Partners. Total capitalization of the Limited Partnership will be $1,000,000 plus the funds contributed by the General Partners.

Each partner shall have a capital account that includes invested capital, plus that partner’s allocations of net income, minus that partner’s allocations of net loss and share distributions.

Net income and net loss shall be allocated as follows:

A. 46% to the General Partners.

B. 54% to the Limited Partners, distributed according to their respective percentage of ownership interests.

Unless otherwise noted in this agreement, the General Partners shall manage the partnership business and have exclusive control over the partnership business, including the power to sign deeds, notes, mortgages, deed of trust, contracts, leases, and direction of business operations.

The Limited Partners shall have all powers that may lawfully be granted to Limited Partners under the laws of the Republic of the Marshall Islands.

ACCOUNTING:

The partnership’s tax or fiscal year shall be a calendar year. The General Partner shall make any tax election necessary for the completion of the Partnership’s tax return.

A limited partner may assign his/her rights to receive distributions, net income and net loss, to any person without causing dissolution of this partnership. No assignment will be effective until the General Partner is notified in writing of the same. This agreement may only be amended by written agreement of all partners.

LIMITED PARTNERSHIP RESERVES:

That the General Partners of Pacific Tuna Ventures, LP; shall maintain a reserve account with a minimum balance of $100,000 from the initial capital, which shall be placed in a separate interest bearing account.

That the General Partners of Pacific Tuna Ventures, LP; once the partnership begins operations shall establish a reserve account, which shall be deposited in a separate interest bearing account. 50% of profits from operations shall be deposited in this account until it reaches the sum of $300,000. Once this sum is reached, deposits into the account will revert to 10% and remain at that level for the lifespan of the Limited Partnership (5 years).

This account will be invested for the benefit of the Limited Partners. Upon dissolution of the Limited Partnership, funds from the above account will be dispersed to the Limited Partners according to shares individually held.

Above account is separate from quarterly dividends paid out to Limited Partners during the lifetime of the Limited Partnership. The reserves shall accumulate, and may only be invaded by the General Partner upon the following occurrences:

Capital falls below $75,000

And may only be used for the following purposes:

Payroll, past due accounts payable.

ATTENTION TO THE AFFAIRS OF THE PARTNERSHIP:

That the following General Partners, shall devote full time to the affairs of the partnership: Gunther W. Mothes, General Manager.

INDEMNITY, LIMITED PARTNERSHIP:

The General Partners shall be indemnified by the partnership from all liability related to their actions taken on behalf of the Limited Partnership, provided that the actions to be indemnified were taken in good faith, and do not constitute any criminal acts or any act of intentional misconduct. In the event that a dispute occurs between the Limited Partnership and a Partner, as to whether or not an action is properly subject to this indemnity, the dispute shall be submitted to arbitration, before a single arbitrator, under the rules of the American Arbitration Association. Any decision rendered by the arbitrator shall be final, and may be entered as a judgment in any court having jurisdiction.

LIMITED OPPORTUNITY:

That the General Partners of this partnership, shall not be required to refer all business opportunities similar to that of the Limited Partnership to the Limited Partnership.

LIMITED PARTNERSHIP TERM:

The Partnership term begins on the date that the Limited Partnership is actually formed and shall continue for five years from that date when it shall dissolve under terms of this agreement.

Under this agreement, the original 90 (Special and Regular Common Share) Limited Partners of Pacific Tuna Ventures, Limited Partnership, will retain status as charter members after dissolution of the Limited Partnership and will continue to share free fishing privileges for the remainder of their lifetime. These fishing eights are not transferable after the dissolution of the Limited Partnership.

However, any Limited Partner may exercise his right to sell, give, or otherwise transfer his membership/partnership share, at any time during the start-up period and/or anytime during the five year life term of the Limited Partnership.

Each of the 45 eligible member/partners has contributed, or will contribute $10,000 upon signing up as a Special Common Share Limited Partner.

Limited Partners shall not be required to contribute any further funds, or additional capital. Limited Partners are legally liable to the Limited Partnership only for the amount contributed.

Upon becoming a duly registered and paid in member/limited partner, and upon the inauguration of actual fishing operations, the Limited Partner will receive and hold free fishing rights for the rest of his/her lifetime and will share in all profits of the sale of fish at a .56% (point fifty six percent) within the 54% of profits allocated to the Limited Partners within the Limited Partnership. Approx. $15,000 per yr.

Special Common Share holder will also receive a percentage of revenue from the following PTV operations:

1. Fish Dock & Processing Facility (Marshall Islands)
    45 shares take 22% from minimal revenue
    of $1,800,000, or approx. . .$ 9,000 per yr.

2. Spicewind Pacific Airlines/Cargo Operations
    45 shares take 15% of Approx. $2,500,000 net              revenue, or approx......$ 8,500 per yr.

3. PTV Joint Venture/Japan Commercial Fishing
   Operations:

• 45 shares take 15% of 12% of Gross Sales of $45,000,000, or approx...$1 7,500 per yr.

• Total minimal dividends, one full year of combined operations.. approx...$50,000 per yr.
  

Upon dissolution of the Limited Partnership at the end of five years continuous operation: The holders of each Special Common Limited Share will continue to receive income dividends at the rate of .20% of the 100% of the newly formed Pacific Tuna Ventures, LLC, or Corp. Plus percentages of the aforementioned operations, as noted above.

Dividend income will continue throughout the life span of the shareholder. However, dividend income privileges are not transferable after the dissolution of the Limited Partnership.

The Special Common Share Limited Partner(s), having taken certain risks, will enjoy the reimbursement of their contribution. Reimbursement will be accomplished in two increments. First increment of $5,000 will be reimbursed at the end of two years from initial (late of formation of the Limited Partnership in the Marshall Islands. Second increment of $5,000 will be reimbursed at the end of third year from date of formation in the Marshall Islands. Provided of course, that Pacific Tuna Venture’s operations are successful.

Limited Partners have no restrictions regarding the amount of fishing trips they may wish to make. Availability is only limited to fair scheduling of all the Limited Partners in a rotation method that will allow each partner to pick time of year, area of fishing, and duration of fishing trip.

This instrument contains the entire agreement and any modifications shall be in writing and signed by the parties affected by the modification, or who have the right to cause the change.

Dated:  ----------------------------

Capital Contribution:------------------------

Special Common Share Limited Partner:---------------

Gunther W. Mothes,

• 60 Special Common Shareholders receive not only the .62% of Common Shares, But also percentages of revenue derived from Pacific Tuna Ventures Japanese Joint Venture (Marshall Islands), The fishboat  Dock / Fish  Processing Facility (Marshall Islands), and The Air Cargo Operations Based at Majuro, Marshall Islands. (Spicewind Pacific Airlines - (SPA)).